Common use of No Adjustment Clause in Contracts

No Adjustment. No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 7.06 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. (a) The Company shall not make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%; provided, however, that any 1% of the Conversion Price. If the adjustment which by reason of this Section 7.06 is not required to be made shall because the adjustment does not change the Conversion Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesfuture adjustment. All required calculations under this Article 7 shall will be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) 1/1,000th of a share, as the case may be. No Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities on or after June 15, 2016. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment in to the Conversion Rate need shall be made for made, the applicable Conversion Rate shall not be adjusted for: (i) issuances the issuance of any Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities or Company and the investment of additional optional amounts thereunder in shares of Common Stock, Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of its subsidiaries or Company; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To ; (iv) a change in the extent that par value of the Securities become convertible into Common Stock; (v) accumulated and unpaid dividends or distributions; and (vi) as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.07 to the right to receive Cashcontrary, interest will not accrue on such Cash. No adjustment to in no event shall the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice adjusted so that the Board of Directors of the Company determines in good faith to Conversion Price would be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedless than $0.01.

No Adjustment. No (a) Notwithstanding anything herein to the contrary, no adjustment in under Section 9.05 need be made to the Base Conversion Rate shall be required Price unless the such adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%1% of the Base Conversion Price (or the Base Conversion Rate or the Incremental Share Factor) then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion; provided, however, that any adjustment which by reason of this Section 7.06 is not required with respect to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 shall to be made to the nearest one-ten thousandth Base Conversion Price in connection with cash dividends paid by the Company, the Company shall make such adjustments, regardless of whether such aggregate adjustments amount to 1% or more of the Base Conversion Price, no later than December 15 of each calendar year. (1/10,000b) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a cent dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to the nearest one-ten thousandth (1/10,000stockholders) of a sharelegally abandon its plan to pay or deliver such dividend or distribution, as the case may be. No then thereafter no adjustment in the Base Conversion Price (or the Base Conversion Rate or the Incremental Share Factor) then in effect shall be required by reason of the taking of such record. (c) No adjustment need be made for upon the issuance of Common Stock under any present or future employee benefits plan or program of the Company or in connection with an acquisition made by the Company. (id) issuances No adjustment need be made upon the issuance of Common Stock pursuant to (i) the exercise of any present options, warrants or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of rights to purchase such Common Stock, (ii) upon the issuance exchange of any shares of exchangeable securities for such Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance conversion of any shares of convertible securities into such Common Stock pursuant (except as expressly set forth herein). (e) No adjustment need be made to any option, warrant, right account for accrued but unpaid interest. (f) No adjustment need be made for a change in the par value or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as a change to no par value of the date the Securities were first issued. Common Stock. (g) To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the right to receive Cash, interest cash. Interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.

No Adjustment. No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 7.06 7.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesadjustments. All calculations under this Article 7 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment Except as otherwise provided for in this Indenture, the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities. No adjustment need be made for (i) issuances of Common Stock pursuant to any present or future a Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, Stock or for a change in the par value or a change to no par value of the Common Stock or (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issuedsubsidiaries. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 7.6 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interestadditional interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. No adjustment in the Base Conversion Rate or Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 7.06 5.08 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 5 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be, provided that the Company shall make any carry forward adjustments not otherwise effected on each anniversary of the issue date of the Securities, upon conversion pursuant to Article 5, xxxx xxxxxxxxxx or redemption pursuant to Article 3, and five Business Days prior to the Maturity Date of the Securities. No adjustment in the Base Conversion Rate or Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries Subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described either in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cashabove or in Section 5.07. No adjustment to the Base Conversion Rate or Incremental Share Factor need be made pursuant to Section 7.05 5.07 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Base Conversion Rate or Incremental Share Factor need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this the Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Sale Price over a span of multiple days, the Company shall will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, and Incremental Share Factor as described above at any time during the period from which the average is to be calculated.

No Adjustment. (a) No adjustment in the Conversion Rate Exchange Price shall be required unless the adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%1% in the Exchange Price as last adjusted; provided, however, provided that any adjustment adjustments which by reason of this Section 7.06 is 5.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustments and in connection with any conversion of Securitiesadjustment. All calculations under this Article 7 V shall be made to the nearest cent, with one-ten thousandth (1/10,000) of a half cent rounded up, or to the nearest oneten-ten thousandth (1/10,0000.0001) of a share, with each five hundred-thousandth (0.00005) of a share being rounded up, as the case may be. . (b) No adjustment in the Conversion Rate need be made for upon the issuance of Common Stock under any present or future employee benefits plan or program of the Guarantor. (ic) issuances No adjustment need be made upon the issuance of Common Stock pursuant to (i) the exercise of any present options, warrants or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of rights to purchase such Common Stock, (ii) upon the issuance exchange of any shares of exchangeable securities for such Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance conversion of any shares of convertible securities into such Common Stock pursuant Stock, in each case so long as such options, warrants, rights to any option, warrant, right or exercisablepurchase, exchangeable securities or convertible security not described in clause (i) or (ii) and securities are outstanding as of the date on which the Securities were are first issued. . (d) No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. (e) To the extent that the Securities become convertible into exchangeable for cash, no adjustment need be made thereafter as to the right to receive Cash, interest cash. Interest will not accrue on such Cash. No adjustment the cash. (f) To the extent that any rights plan adopted by the Guarantor is in effect upon exchange of the Securities pursuant to the Conversion Rate need be made pursuant terms of this Indenture, a Holder shall receive, in addition to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders cash or shares of Common Stock participate in to be received upon exchange, the transaction. No rights under such rights plan, only if the rights have not separated from the Common Stock at the time of exchange, and no adjustment to of the Conversion Rate need Exchange Price shall be made for accrued and unpaid interestin connection with any distribution of rights thereunder in such circumstances; provided, including Contingent Interest or Additional Interesthowever, that if any. Whenever such rights have separated from the Common Stock, a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple daysHolder shall not receive such rights, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring but an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to Exchange Price shall be calculatedmade in accordance with Section 5.05(c) above.

No Adjustment. No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 7.06 7.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesadjustments. All calculations under this Article 7 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment Except as otherwise provided for in this Indenture, the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities. No adjustment need be made for (i) issuances of Common Stock pursuant to any present or future a Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of or additional optional amounts thereunder in shares of Common Stock, Stock or for a change in the par value or a change to no par value of the Common Stock or (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issuedsubsidiaries. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 7.6 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interestadditional interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. (a) No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%1.0% of the Conversion Rate; provided, however, that any adjustment which by reason of this Section 7.06 5.07(a) is not required to be made shall be carried forward and taken into account made when (i) the cumulative net effect of all adjustments not yet made would result in subsequent adjustments a change of at least 1.0% of the Conversion Rate or (ii) regardless of whether the adjustment (or such cumulative net effect) is less than 1.0%, (x) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (y) on each Trading Day of any Observation Period. Adjustments to the applicable Conversion Rate under this Article 5 shall be calculated to the nearest 1/10,000th of a share. (b) Except as otherwise provided for in connection with this Article 5, (i) the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities, and (ii) no separate payment or adjustment will be made for dividends or distribution on any Common Stock issued upon conversion of Securities. All calculations under this Article 7 By delivering to the Holder the cash and shares, if any, of Common Stock issuable upon conversion, together with a cash payment in lieu of fractional shares, if any, the Company will satisfy its obligation with respect to the conversion of the Securities. Upon conversion of Securities, all accrued but unpaid interest, including Additional Interest, if any, with respect to the converted Securities will be deemed to be paid in full rather than cancelled, extinguished or forfeited, unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates in which case such payment shall be made payable to the nearest one-ten thousandth Holder of converted Securities as of the Record Date. (1/10,000c) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in to the Conversion Rate need shall be made for made: (i) issuances upon the issuance of Common Stock at a price per share below the Conversion Price or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present existing or future Company plan providing for the reinvestment of dividends or interest payable on the Company’s securities Securities or the investment of additional optional amounts thereunder in shares of Common Stock; (iii) upon any repurchases of any shares of Common Stock by the Company pursuant to an open market share purchase program or other buy-back transaction, including structured or derivative transactions, that are not a tender offer or exchange offer of the kind referred to in Section 5.06(e); (iiiv) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present existing or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or Subsidiaries; (iiiv) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiv) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 ; (vi) for a transaction if Holders are permitted to participate change in the transaction without conversion on a basis and with notice that the Board of Directors par value of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made Stock; (vii) for accrued and unpaid interest, interest (including Contingent Interest or Additional Interest, if any. Whenever ); or (viii) for a provision of this Indenture requires the calculation of an average third-party tender offer by any party other than a tender offer by one or more of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments Company’s Subsidiaries referred to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedin Section 5.06(e).

No Adjustment. No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 7.06 4.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesadjustments. All calculations under this Article 7 IV shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment Except as otherwise specifically provided for in this Indenture, the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities. No adjustment need be made for (i) issuances of Common Stock pursuant to any present or future a Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of or additional optional amounts thereunder in shares of Common Stock, Stock or for a change in the par value or a change to no par value of the Common Stock or (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issuedsubsidiaries. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 4.6 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interestadditional interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 7.06 4.07 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of or additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries Subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 4.06 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this the Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall will make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. (a) The Company shall not be required to make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%; provided, however, that any 1% of the Conversion Price. If the adjustment which by reason of this Section 7.06 is not required to be made shall because the adjustment does not change the Conversion Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesfuture adjustment. All required calculations under this Article 7 shall will be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) 1/1,000th of a share, as the case may be. No Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment in to the Conversion Rate need shall be made for made, the applicable Conversion Rate shall not be adjusted for: (i) issuances the issuance of any Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities or Company and the investment of additional optional amounts thereunder in shares of Common Stock, Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of its subsidiaries or Company; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To ; (iv) a change in the extent that par value of the Securities become convertible into Common Stock; (v) accumulated and unpaid dividends or distributions; and (vi) as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.07 to the right to receive Cashcontrary, interest will not accrue on such Cash. No adjustment to in no event shall the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice adjusted so that the Board of Directors of the Company determines in good faith to Conversion Price would be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedless than $0.01.

No Adjustment. (a) No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.001.0%; provided, however, that any adjustment which by reason of this Section 7.06 5.07(a) is not required to be made shall be carried forward and taken into account in determining any subsequent adjustments adjustment and in connection with any conversion of Securities. All calculations Adjustments to the applicable Conversion Rate under this Article 7 5 shall be calculated to the nearest 1/10,000th of a share. (b) Except as otherwise provided for in this Article 5, (i) the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities, and (ii) no separate payment or adjustment will be made for dividends or distribution on any Common Stock issued upon conversion of Securities. By delivering to the Holder the cash and shares, if any, of Common Stock issuable upon conversion, together with a cash payment in lieu of fractional shares, if any, the Company will satisfy its obligation with respect to the conversion of the Securities. Upon conversion of Securities, all accrued but unpaid interest, including Additional Interest, if any, with respect to the converted Securities will be deemed to be paid in full rather than cancelled, extinguished or forfeited, unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates in which case such payment shall be payable to the Holder of converted Securities as of the Record Date. (c) No adjustment to the Conversion Rate shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) upon the issuances of any shares of Common Stock pursuant to any present existing or future Company plan for reinvestment of dividends or interest payable on the Company’s securities Securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for ; (iv) upon a transaction if Holders are permitted to participate change in the transaction without conversion on a basis and with notice that the Board of Directors par value of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made Stock; or (v) for accrued and unpaid interest, interest (including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated) .

No Adjustment. No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 7.06 4.08 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of or additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries Subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 4.07 for a transaction if Holders are permitted to participate in the transaction without conversion on (assuming each Holder of a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders $1,000 principal amount Security held shares of Common Stock participate in equal to the transactionConversion Rate). No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. No (a) Notwithstanding anything herein to the contrary, no adjustment in under Section 9.05 need be made to the Base Conversion Rate shall be required Price unless the such adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%1% of the Base Conversion Price (or the Base Conversion Rate or the Incremental Share Factor) then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion; provided, however, that any adjustment which by reason of this Section 7.06 is not required with respect to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 shall to be made to the nearest one-ten thousandth Base Conversion Price in connection with cash dividends paid by the Company, the Company shall make such adjustments, regardless of whether such aggregate adjustments amount to 1% or more of the Base Conversion Price, no later than May 15 of each calendar year. (1/10,000b) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a cent dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to the nearest one-ten thousandth (1/10,000stockholders) of a sharelegally abandon its plan to pay or deliver such dividend or distribution, as the case may be. No then thereafter no adjustment in the Base Conversion Price (or the Base Conversion Rate or the Incremental Share Factor) then in effect shall be required by reason of the taking of such record. (c) No adjustment need be made for upon the issuance of Common Stock under any present or future employee benefits plan or program of the Company or in connection with an acquisition made by the Company. (id) issuances No adjustment need be made upon the issuance of Common Stock pursuant to (i) the exercise of any present options, warrants or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of rights to purchase such Common Stock, (ii) upon the issuance exchange of any shares of exchangeable securities for such Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance conversion of any shares of convertible securities into such Common Stock pursuant (except as expressly set forth herein). (e) No adjustment need be made to any option, warrant, right account for accrued but unpaid interest. (f) No adjustment need be made for a change in the par value or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as a change to no par value of the date the Securities were first issued. Common Stock. (g) To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the right to receive Cash, interest cash. Interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.

No Adjustment. No (a) Notwithstanding anything herein to the contrary, no adjustment in under Section 9.05 need be made to the Conversion Rate shall be required Price unless the such adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%1% of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion; provided, however, that any adjustment which by reason of this Section 7.06 is not required with respect to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 shall to be made to the nearest one-ten thousandth Conversion Price in connection with cash dividends paid by the Company, the Company shall make such adjustments, regardless of whether such aggregate adjustments amount to 1% or more of the Conversion Price, no later than November 15 of each calendar year. (1/10,000b) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a cent dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to the nearest one-ten thousandth (1/10,000stockholders) of a sharelegally abandon its plan to pay or deliver such dividend or distribution, as the case may be. No then thereafter no adjustment in the Conversion Rate Price then in effect shall be required by reason of the taking of such record. (c) No adjustment need be made for upon the issuance of Common Stock under any present or future employee benefits plan or program of the Company or in connection with an acquisition made by the Company. (id) issuances No adjustment need be made upon the issuance of Common Stock pursuant to (i) the exercise of any present options, warrants or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of rights to purchase such Common Stock, (ii) upon the issuance exchange of any shares of exchangeable securities for such Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance conversion of any shares of convertible securities into such Common Stock pursuant (except as expressly set forth herein). [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] (e) No adjustment need be made to any option, warrant, right account for accrued but unpaid interest. (f) No adjustment need be made for a change in the par value or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as a change to no par value of the date the Securities were first issued. Common Stock. (g) To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the right to receive Cash, interest cash. Interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.

No Adjustment. No adjustment in the Conversion Rate Price shall be required unless the adjustment would result in a change require an increase or decrease of at least 1% in the Conversion Rate of at least 1.00%Price as last adjusted; provided, however, that any adjustment adjustments which by reason of this Section 7.06 is 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustments and in connection with any conversion of Securitiesadjustment. All calculations under this Article 7 10 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) hundredth of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction referred to in Section 10.06 if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. Such participation by Holders may include participation upon conversion; provided that an adjustment shall be made at such time as the Holders are no longer entitled to participate. No adjustment to the Conversion Rate need be made for accrued rights to purchase Common Stock or issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company's securities and unpaid interest, including Contingent Interest the investment of any additional optional amounts of shares of Common Stock under any Company plan. No adjustment need be made for a change in the par value or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average change to no par value of the Closing Price Common Stock. No adjustment need be made upon the issuance of any shares of Common Stock or Volume-Weighted Average Price over a span options or rights to purchase those shares pursuant to any present or future Company employee, director or consultant benefit plan or program. No adjustment need be made upon the issuance of multiple daysany shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Company shall make appropriate adjustments to account for any date the Securities were first issued. To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the Conversion Rate that becomes effective, or any event requiring an adjustment to cash. Interest will not accrue on the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.

No Adjustment. (a) The Company shall not be required to make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%; provided, however, that any 1% of the Conversion Price. If the adjustment which by reason of this Section 7.06 is not required to be made shall because the adjustment does not change the Conversion Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesfuture adjustment. All required calculations under this Article 7 shall will be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) 1/1,000th of a share, as the case may be. No Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment in to the Conversion Rate need shall be made for made, the applicable Conversion Rate shall not be adjusted for: (i) issuances the issuance of any Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities or Company and the investment of additional optional amounts thereunder in shares of Common Stock, Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of its subsidiaries or Company; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To ; (iv) a change in the extent that par value of the Securities become convertible into Common Stock; (v) accumulated and unpaid dividends or distributions; and (vi) as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.06 to the right to receive Cashcontrary, interest will not accrue on such Cash. No adjustment to in no event shall the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice adjusted so that the Board of Directors of the Company determines in good faith to Conversion Price would be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedless than $0.01.

No Adjustment. (a) No adjustment in the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.001.0%; provided, however, that any adjustment which by reason of this Section 7.06 5.07(a) is not required to be made shall be carried forward and taken into account in determining any subsequent adjustments adjustment and in connection with any conversion of Securities. All calculations Adjustments to the applicable Conversion Rate under this Article 7 5 shall be calculated to the nearest 1/10,000th of a share. (b) Except as otherwise provided for in this Article 5, (i) the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities, and (ii) no separate payment or adjustment will be made for dividends or distribution on any Common Stock issued upon conversion of Securities. By delivering to the Holder the cash and shares, if any, of Common Stock issuable upon conversion, together with a cash payment in lieu of fractional shares, if any, the Company will satisfy its obligation with respect to the conversion of the Securities. Upon conversion of Securities, all accrued but unpaid interest, including Additional Interest, if any, with respect to the converted Securities will be deemed to be paid in full rather than cancelled, extinguished or forfeited, unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates in which case such payment shall be payable to the Holder of converted Securities as of the Record Date. (c) No adjustment to the Conversion Rate shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) upon the issuances of any shares of Common Stock pursuant to any present existing or future Company plan for reinvestment of dividends or interest payable on the Company’s securities Securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon any repurchases of Common Stock by the Company that are not a tender offer referred to in Section 5.06(e), including structured or derivative transactions, as approved by the Board of Directors of the Company; (iii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or Subsidiaries; (iiiiv) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into the right to receive Cash, interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for ; (v) upon a transaction if Holders are permitted to participate change in the transaction without conversion on a basis and with notice that the Board of Directors par value of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made Stock; or (vi) for accrued and unpaid interest, interest (including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated) .

No Adjustment. No adjustment in the Conversion Rate Price shall be required unless the adjustment would result in a change require an increase or decrease of at least 1% in the Conversion Rate of at least 1.00%50 Price as last adjusted; provided, however, that any adjustment adjustments which by reason of this Section 7.06 is 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustments and in connection with any conversion of Securitiesadjustment. All calculations under this Article 7 10 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) hundredth of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) a transaction referred to in Section 10.06 if Holders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Class A Common Stock participate in the transaction. Such participation by Holders may include participation upon conversion; provided that an adjustment shall be made at such time as the Holders are no longer entitled to participate. No adjustment need be made for rights to purchase Class A Common Stock or issuances of Class A Common Stock pursuant to any present or future a Company plan for reinvestment of dividends or interest payable on the Company’s 's securities or and the investment of any additional optional amounts thereunder in of shares of Class A Common Stock under any Company sponsored plan. No adjustment need be made for a change in the par value or a change to no par value of the Class A Common Stock, (ii) . No adjustment need be made upon the issuance of any shares of Class A Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future Company employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) program. No adjustment need be made upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the right to receive Cash, interest cash. Interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.

No Adjustment. No (a) Notwithstanding anything herein to the contrary, no adjustment in under Section 9.05 need be made to the Base Conversion Rate shall be required Price unless the such adjustment would result in a change in the Conversion Rate require an increase or decrease of at least 1.00%1% of the Base Conversion Price (or the Base Conversion Rate or the Incremental Share Factor) then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion; provided, however, that any adjustment which by reason of this Section 7.06 is not required with respect to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 7 shall to be made to the nearest one-ten thousandth Base Conversion Price in connection with cash dividends paid by the Company, the Company shall make such adjustments, regardless of whether such aggregate adjustments amount to 1% or more of the Base Conversion Price, no later than [ ] of each calendar year. (1/10,000b) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a cent dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to the nearest one-ten thousandth (1/10,000stockholders) of a sharelegally abandon its plan to pay or deliver such dividend or distribution, as the case may be. No then thereafter no adjustment in the Base Conversion Price (or the Base Conversion Rate or the Incremental Share Factor) then in effect shall be required by reason of the taking of such record. (c) No adjustment need be made for upon the issuance of Common Stock under any present or future employee benefits plan or program of the Company or in connection with an acquisition made by the Company. (id) issuances No adjustment need be made upon the issuance of Common Stock pursuant to (i) the exercise of any present options, warrants or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of rights to purchase such Common Stock, (ii) upon the issuance exchange of any shares of exchangeable securities for such Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries or (iii) upon the issuance conversion of any shares of convertible securities into such Common Stock pursuant (except as expressly set forth herein). (e) No adjustment need be made to any option, warrant, right account for accrued but unpaid interest. (f) No adjustment need be made for a change in the par value or exercisable, exchangeable or convertible security not described in clause (i) or (ii) and outstanding as a change to no par value of the date the Securities were first issued. Common Stock. (g) To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the right to receive Cash, interest cash. Interest will not accrue on such Cash. No adjustment to the Conversion Rate need be made pursuant to Section 7.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Conversion Rate need be made for accrued and unpaid interest, including Contingent Interest or Additional Interest, if any. Whenever a provision of this Indenture requires the calculation of an average of the Closing Price or Volume-Weighted Average Price over a span of multiple days, the Company shall make appropriate adjustments to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.